Tempting Kate

"Funny story," a guy who knew Kate Upton in high school wrote not too long ago on the message board for Gamespot.com, a site for video-game news. "She dated a guy our age we knew pretty well for a while, and she was head over heels for him, right? Then he goes and cheats on her. Naturally she finds out, and that's the end of that. And of course, a year or so later...."

He trails off meaningfully. At this point, everyone—from the guys on message boards to the middle-aged businessmen at Sant Ambroeus on the Upper East Side who are currently trying not to stare as Upton, in a leather skirt and towering spike Saint Laurent heels, picks her way through the tables—knows what happened next, which is that the scorned teenager blossomed into one of the most desirable women on the planet.

Sliding into a booth, Upton adjusts a silky button-down top that on a lesser chest might be officey but on her looks like some sort of frame chosen by a gallerist to showcase the masterpiece that is her cleavage. "The girls felt like coming out tonight," she says mischievously.

With her Jessica Rabbit flirtiness and Marilyn-blond hair, Upton could have been created, Weird Science–style, by dudes with underpants on their heads and brains full of pop-cultural flotsam who distilled into her all the qualities of bombshells, right down to the almost-derivative beauty spot above her upper lip. Anna Nicole's curves? Check. Cindy Crawford's all-American sportiness? Check. Madonna's blond ambition? Check. Add to that a twenty-first-century talent for self-promotion via social media: Upton broke out after a video of her demonstrating the Dougie at a Clippers game went viral; a 20-second clip of her doing the Cat Daddy for photographer Terry Richardson has been viewed upward of 17 million times. After we meet, a picture from later in the night of her dancing like Seinfeld's Elaine at a CFDA Awards after-party ("Sometimes I just want to dance like a white girl," she tells me. "It's more fun") will go out to the more than one million followers of her Twitter account, the bio of which quotes another famous blond, Mae West: "Too much of a good thing can be wonderful."

It's safe to say Kate Upton is on her way to becoming this generation's Iconic Blond. "She's a phenomenon," says MJ Day, a 15-year-veteran editor of Sports Illustrated's swimsuit issue, who claims credit for Upton's discovery. "People can't get enough of her. The last time there was this sonic boom in the industry, it was probably Tyra Banks in 1997."

And like Tyra, Upton doesn't want to be just a supermodel but a supermogul, a brand name with an empire. "I would loooove to be Kathy Ireland," she says. Starting with her own lingerie line. "With these," she says, daintily cupping her chest—a collective sigh goes up from the next table—"I can never find the right bras." The line hasn't happened yet, possibly because there's not a mass consumer base with breasts like Upton's, but she's taking other steps toward her goal of world domination. She's become the face of luxury brands such as David Yurman, and was paid a rumored seven figures to tell a couple of nerds washing a Mercedes that they "missed a spot" in a Super Bowl commercial this year. When we meet, Upton is on a break from shooting her first real role in a major movie, The Other Woman, starring Cameron Diaz and Leslie Mann. "Leslie's husband is cheating on her with Cameron, and neither of them have any idea," explains Upton, between forkfuls of roasted vegetables. "When they find out, they're devastated." The pair teams with Upton's character, the other other woman. "And then we get revenge," she says happily. "You know: every girl's dream."

It's a scenario that someone online had just quipped could never possibly happen to Kate Upton, which causes her to choke a little on her Perrier when I tell her. "I don't know a guy that wasn't a dick to me," she says, breaking into a raspy laugh. (Upton is one of those girls who always sound as if they've been screaming their faces off at a sporting event. She also says 100 percent a lot.) "I mean, 100 percent, it happens. 100 percent, it hurts. Guys really are douche bags; it doesn't matter who you are. That's why this movie is so awesome to film, because it's like, I wish I could do that to them."

Then again, as the commenter on Gamespot.com noted, Upton has gotten the best revenge of all. Which may be why she's never given in to the temptation to, say, e-mail the guy who cheated on her in high school a link to one of the myriad lists declaring her "the hottest woman ever." A smile plays around the edge of her lips. "I like them to see it on their own," she says, adding authoritatively: "No response is the best response."

"Here's the thing about Kate," says Cameron Diaz, who knows a thing or two about transitioning from a model to a power player. "She is extremely self-possessed. Girls her age are usually looking to be guided, but Kate already has a very clear understanding of who she is and where she will and won't go."

Upton made it clear she wouldn't be pushed around last year, after a teenager asked her to prom via YouTube. "It was probably the cutest thing ever," she says of the video in which Los Angeles high school senior Jake Davidson made his pitch ("We can ride around all night long—till 11; that's my curfew"). After it went viral, Upton sent a flirty tweet saying she'd check her schedule ("wink"). And then: "Boom. The media storm took it over. I felt like I was actually being mean to him in some way. Like, I'm a horrible person if I don't go," she says, still bristling at the memory. "I was really grateful, but as awesome as prom is, I've already done it. And, I mean, I didn't want to ruin their prom. It would have been, like, people wanting to take pictures with me, or talk to me. I want those girls and guys to have a real prom experience. They should. I did."

Citing scheduling conflicts, she turned down the invitation. "I didn't want to be forced into anything," she says, adding firmly: "If I do something, it's because I want to do it."

When your commercial viability is literally determined by how you look rolling around half-naked in sand or riding a horse topless, this is a handy compass to have. "Everyone always asks, How do you feel about being a sex symbol?" Upton says. "And I'm like, Well, I don't think about it. I don't put myself where I'm with someone who thinks of me as only a sex symbol, and if I accidentally do, I get away from them as fast as I can."

As one might expect, Upton often finds herself a target of the wrong sort of suitor. "After my first Sports Illustrated cover, I felt terrible about myself for a solid month," she says. "Every single guy I met was either married or about to be married, and I felt like I was their bachelor present or something. I wanted to run up to their wife or fiancée and be like, 'Divorce him' or like, 'Don't get into this. He's horrible.'" The experience caused a brief existential crisis. "When you go through that shit every single day for a month, you're like, What am I portraying? Is that shit in me?" It took her a while to realize it wasn't her and to come up with a prepared statement for such situations: "I'm not a toy, I'm a human. I'm not here to be used. I am a grown woman, and you need to figure your shit out."

Even though Upton preaches restraint when it comes to taunting ex-boyfriends, sometimes a little dig is just irresistible, such as when, a few days after our dinner, she tweets an e-card to a friend of her reported ex, Detroit Tigers pitcher Justin Verlander: "Happy birthday to a friend of a friend who I now like more than the original friend." The joke was not lost on the tabloid media, which has taken an interest in Upton's personal life in ways that have not been seen since the heyday of, well, Cameron Diaz. Rumored suitors have included Mark Sanchez, Blake Griffin of the Clippers, even Diddy, with whom she was "spotted" making out in Miami this spring. Upton was on vacation in Hawaii at the time. "I get a text from my manager that said, 'Have you ever met Sean Combs?' And I was like, 'Who's that?'" It wasn't the first time this had happened.

"Okay, so here's another really awkward part of my life," she says, twisting toward me in the booth. "Last summer I'm looking at my @KateUpton messages. All of a sudden everyone is like, Why do you like Harry? I was like, Wow, these people spelled hairy wrong. What does this even mean? Do I like hairy men? Finally, someone says, Why do you like Harry Styles?," referring to the front man of One Direction. "But I still don't get it. I had never heard of One Direction. I'm telling you, this is 100 percent my blond moment. I was like, Hairstyles? No, I get that lasered, what are you talking about? Then I got lazy and now I just shave...." She starts to laugh. "There was a 100 percent made-up story that I wanted to date him."

When it comes to real relationships, she's more guarded. "I really have never had a serious relationship in the industry," she says primly. "I'm just having fun. Obviously I have a very busy schedule at this time in my life, and I don't put relationships as a priority."

That may be changing. Days after our meeting, on her twenty-first birthday, Upton is spotted having a romantic dinner with Maksim Chmerkovskiy, of Dancing With the Stars. A few weeks later, he shows up at her ELLE cover shoot, and she hardly leaves his side.

Upton's preternatural confidence comes partly from her background. Though she grew up in Florida, she was born in Michigan, where her great-grandfather cofounded the Whirlpool Corporation, and where the extended Upton clan still remains or regularly gathers for holidays or to talk about where to allocate funds from the multimillion-dollar family foundation. "There's tons of us," she says. "Everyone has at least one family member that lives on the same street." The family is politically conservative—her uncle is Fred Upton, the Republican congressman—and Christian, and while the model won't say who got her vote in the last presidential election, she keeps her faith on permanent display in the form of a tiny tattoo of a cross on the inside of her finger. "I was at a photo shoot and I was wearing a cross necklace that my mom bought me, and somebody made a joke like, 'Why are you wearing a cross? Like you would be religious,'" she says. "And then they took it away. I was really affected by that. They didn't mean it in a mean way," she hastens to add—possibly they had just seen Upton's cameo in The Three Stooges, wearing a habit and "nunkini" in a segment protested by the Catholic League—"but the whole thing made me realize that I do want it with me, at all times."

Equally fervent about sports, the Florida-based branch of the Upton family fostered a Romneys-esque spirit of competition. "My mom played every sport possible," she says. "My dad is extremely competitive. You can't even play Ping-Pong with him." The family lived on a farm, "and we were always doing stuff outside," says sister Christie, "tennis or golf or swimming or pickup basketball." Kate became an accomplished equestrian, winning five American Paint Horse Association Reserve World Championships. "I always had goals with myself," she says, pulling up pictures on her iPhone of her horse, Robbie, who is now back in Michigan, where her parents have since relocated. It was while leaving a horse show that Upton, age 12, was scouted by a modeling agent. At the time, she was immersed in riding. But as she got older, the idea took hold. "She had all these photos from magazines all over her walls, of poses and things like that," Christie says. "She still has them up in her home in Florida. Once she decides she's into something, she just kind of dedicates herself completely. Her ultimate goal was Sports Illustrated."

When Upton was 15, her mom drove her to an open call in Miami, where she signed with an agency, but after a few years of shooting catalogs, she decided she wasn't moving fast enough toward her goal. She cold-called the offices of IMG and arranged a meeting in New York City for the day her contract was up. It was her eighteenth birthday, which also happened to be the day that she became eligible for Sports Illustrated.

"She came in and she knew exactly what she wanted," says her agent, Lisa Benson. "We brought her over literally that day to Sports Illustrated." She's since landed two consecutive swimsuit-issue covers. This year's, photographed in Antarctica, was a publicity bonanza for Upton: She went on Today and David Letterman, talking about the frostbite and loss of vision she'd suffered on the shoot. SI editor Darcie Baum, who considers Upton a close friend, tells me, "We were all standing there in 30-degree weather in special suits, and she's in a bikini. She was like, I see what's going to happen. She bites back the pain, because she knows what it's going to mean for her in the long run."

"People deal with models like they are children," Upton says. "They think they can pull one over on you. It's actually funny. I'm always like, I'm about to pull something on you, and you're so focused on thinking I'm dumb you're not even going to know," she says, laughing her raspy laugh again.

Whenever she feels that someone is treating her like a dumb blond, she relies on a technique her mother taught her in middle school to deal with nasty teachers. "My mom would always tell me, You can't start something, but you can always match a tone. If someone is being condescending to you, you can be condescending back. I still do it. I match a lot of tones."

One imagines that some tones were matched after a onetime booker for Victoria's Secret told The New York Times, "We would never use Kate...she's like a footballer's wife, with the too-blond hair and that kind of face that anyone with enough money can go out and buy." Upton had the last laugh: The company put a photo of her from its archives on its most recent catalog.

As for criticism of her figure, Upton shrugs it off—to a point. "People were always encouraging me to be skinnier. I got upset by it, and then I went back and was like, I'm okay." She works out with a trainer and eats healthily. "It's a job, and you do what you need to do for the job," she says. "But the minute this stops being fun for me is the minute I want out."

At that moment, a waiter deposits an unordered brownie on the table. "It's gluten-free, and no fat at all," he says.

Picking at the brownie, Upton tells me, "I don't ever want to be a person that I'm not. A lot of girls fall into the trap where they are trying to impress other people, and that's the time when they lose themselves. I think holding strong to what you believe in—not letting them change that—is really important. I mean, I don't avoid change," she says. "You should grow with your life and the direction it's going in."

These days, she's making some minor adjustments. After all, things are different from how they were in Mae West's time; today, you can have too much of a good thing. "The Cat Daddy is totally ruined for me," she says. "I can't do it in public anymore. I sometimes still do it at home, though," she adds, with a sly smile. "I blast the song and I'm like," she gives her shoulders a little wriggle, nothing other diners would notice. "Yeah. No one's videoing me now."

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